STATEMENT OF RIGHTS, DESIGNATIONS AND PREFERENCES OF VARIABLE 
RATE
CUMULATIVE PREFERRED STOCK, SERIES S-2


1.	Name of Corporation: Summit Securities, Inc.

2.	Copy of resolution establishing and designating Variable Rate 
Cumulative Preferred Stock, Series S-2, and determining the 
relative rights and preferences thereof: Attached hereto.

3.	The undersigned does hereby certify that the attached resolution 
was duly adopted by the Board of Directors of the corporation 
on December 13, 1995.



						/S/ GREG GORDON
					______________________________________
						Greg Gordon, Secretary

SUMMIT SECURITIES, INC.
PREFERRED STOCK SERIES S-2 AUTHORIZING RESOLUTION


	Resolved, that pursuant to the authority expressly granted 
and vested in the Board of Directors (the "Board") of this 
Corporation by its Articles of Incorporation, as amended, a 
sub-series of Preferred Stock, Series S-2 of the Corporation be, 
and is hereby, established which will consist of 150,000 shares of 
the par value of $10.00 per share ($15,000,000), shall be 
designated "Variable Rate Cumulative Preferred Stock, Series S-2" 
(hereafter called "Preferred Stock"), shall be offered at $100.00 
per share and which shall have rights, preferences, qualifications 
and restrictions as follows:

	1.	DIVIDENDS.

		a)  Dividends (or other distributions deemed dividends 
for purposes of this resolution) on the issued and outstanding 
shares of Preferred Stock shall be declared and paid monthly at a 
percentage rate per annum of the liquidation preference of $100.00 
per share equal to the "Applicable Rate," as hereinafter defined, 
or such greater rate as may be determined by the Board.  
Notwithstanding the foregoing, the Applicable Rate for any monthly 
dividend period shall, in no event, be less than 6% per annum or 
greater than 14% per annum.  Such dividends shall be cumulative 
from the date of original issue of such shares and shall be 
payable, when and as declared by the Board, on such dates as the 
Board deems advisable, but at least once a year, commencing June 
1, 1993.  Each such dividend shall be paid to the holders of 
record of shares of Preferred Stock as they appear on the stock 
register of the Corporation on such record date as shall be fixed 
by the Board in advance of the payment date thereof.  Dividends on 
account of arrears for any past Dividend Periods may be declared 
and paid at any time, without reference to any regular dividend 
payment date, to holders of record on such date as shall be fixed 
by the Board in advance of the payment date thereof.

		b)  Except as provided below in this section, the 
Applicable Rate for any monthly dividend period shall be the 
highest of the Treasury Bill Rate, the Ten Year Constant Maturity 
Rate and the Twenty Year Constant Maturity Rate (each as defined 
in Exhibit A attached hereto and incorporated by reference herein) 
plus one half of one percentage point. In the event that the Board 
determines in good faith that for any reason one or more of such 
rates cannot be determined for any dividend period, than the 
Applicable Rate for such dividend period shall be the higher of 
whichever of such rates can be so determined.  In the event that 
the Board determines in good faith that none of such rates can be 
determined for any dividend period, then the Applicable Rate in 
effect for the preceding dividend period shall be continued for 
such dividend period.  The Treasury Bill Rate, the Ten Year 
Constant Maturity Rate and the Twenty Year Constant Maturity Rate 
shall each be rounded to the nearest five hundredths of a 
percentage point.

		c)  No dividend shall be paid upon, or declared or set 
apart for, any share of Preferred Stock for any Dividend Period 
unless at the same time a like dividend shall be paid upon, or be 
declared and set apart for, all shares of Preferred Stock then 
issued and outstanding and all shares of all other series of 
preferred stock then issued and outstanding and entitled to 
receive dividends.  Holders of Preferred Stock shall not be 
entitled to any dividend, whether payable in cash, property or 
stock, in excess of full cumulative dividends as herein provided. 
 No interest, or sum of money in lieu of interest, shall be 
payable in respect of any dividend payment or payments which may 
be in arrears on Preferred Stock.

		d)  Dividends payable for each full monthly Dividend 
Period shall be computed by dividing the Applicable Rate for such 
monthly Dividend Period by twelve and applying such rate against 
the liquidation preference of $100.00 per share.  Dividends shall 
be rounded to the nearest whole cent.  Dividends payable for any 
period less than a full monthly Dividend Period shall be computed 
on the basis of 30 day months and a 360 day year.  The Applicable 
Rate with respect to each monthly Dividend Period shall be 
calculated as promptly as practicable by the Corporation according 
to the method provided herein.  The Corporation will cause notice 
of such Applicable Rate to be enclosed with the dividend payment 
check next mailed to the holders of shares of Preferred Stock.

		e)  So long as any shares of Preferred Stock are 
outstanding, (i) no dividend (other than a dividend in common 
stock or in any other stock ranking junior to Preferred Stock as 
to dividends and upon liquidation and other than as provided in 
the foregoing section 1(c)) shall be declared or paid or set aside 
for payment; (ii) no other distribution shall be declared or made 
upon common stock or upon any other stock ranking junior to or on 
a parity with Preferred Stock as to dividends or upon liquidation; 
and (iii) no common stock or any other stock of the Corporation 
ranking junior to or on a parity with Preferred Stock as to 
dividends or upon liquidation shall be redeemed, purchased or 
otherwise acquired by the Corporation for any consideration (or 
any monies paid to or made available for a sinking fund for the 
redemption of any shares of any such stock) except by conversion 
into or exchange for stock of the Corporation ranking junior to 
Preferred Stock as to dividends and upon liquidation unless, in 
each case, the full cumulative dividends on all outstanding shares 
of Preferred Stock shall have been paid or declared and set apart 
for all past dividend payment periods.

		f)  The holders of Preferred Stock shall be entitled to 
receive, when and as declared by the Board, dividend distributions 
out of the funds of the Corporation legally available therefor.  
Any distribution made which may be deemed to have been made out of 
the capital surplus of Preferred Stock shall not reduce either the 
redemption process or the liquidation rights as hereafter 
specified.

	2.	REDEMPTION.

		a)  The Corporation, at its option, may redeem shares of 
Preferred Stock, in whole or in part, at any time or from time to 
time, at redemption prices hereafter set forth plus accrued and 
unpaid dividends to the date fixed for redemption.

			i)  In the event of a redemption of shares pursuant 
to this subsection prior to January 1, 1995, the redemption price 
shall be $102.00 per share; and the redemption price shall be 
$100.00 per share in the event of redemption anytime after 
December 31, 1994.

			ii)  In the event that fewer than all of the 
outstanding shares of Preferred Stock are to be redeemed, the 
number of shares to be redeemed shall be determined by the 
Corporation and the shares to be redeemed shall be determined by 
lot, or pro rata, or by any other method, as may be determined by 
the Corporation in its sole discretion to be equitable.

			iii)  In the event that the Corporation shall 
redeem shares hereunder, notice of such redemption shall be given 
by first class mail, postage prepaid, mailed not less than 30 days 
or more than 60 days prior to he redemption date, to each holder 
of record of the shares to be redeemed, at such holder's address 
as it appears on the stock register of the Corporation.  Each such 
notice shall state: (i) the redemption date; (ii) the number of 
shares to be redeemed and, if fewer than all shares held by such 
holder are to be redeemed, the number of such shares to be 
redeemed from such holder; (iii) the redemption price; (iv) the 
place or places where certificates for such shares are to be 
surrendered for payment of the redemption price; and (v) that 
dividends on the shares to be redeemed will cease to accrue on 
such redemption date.

			iv)  Notice having been mailed as aforesaid, from 
and after the redemption date (unless default shall be made by the 
Corporation in providing money for the payment of the redemption 
price), dividends on the shares so called for redemption shall no 
longer be deemed to be outstanding, and all rights of the holders 
thereof as stockholders of the Corporation (except the right to 
receive from the Corporation the redemption price) shall cease.  
Upon surrender in accordance with said notice of the certificates 
representing shares redeemed (properly endorsed or assigned for 
transfer, if the Board shall so require and the notice shall so 
state), such shares shall be redeemed by the Corporation at the 
redemption price aforesaid.  In case fewer than all of the shares 
represented by any such certificate are redeemed, a new 
certificate shall be issued representing the unredeemed shares 
without cost to the holder thereof.

		b)  Discretionary Redemption Upon Request of the Holder: 
The shares of Preferred Stock are not redeemable at the option of 
the holder.  If, however, the Corporation receives an unsolicited 
written request for redemption of a block of shares from any 
holder, the Corporation may, in its sole discretion and subject to 
the limitations described below, accept such shares for 
redemption.  Any shares so tendered, which the Corporation in its 
discretion, allows for redemption, shall be redeemed by the 
Corporation directly, and not from or through a broker or dealer, 
at a price equal to $97 per share, plus any declared but unpaid 
dividends to date if redeemed during the first year after the date 
of original issuance and $99 per share plus any declared but 
unpaid dividends if redeemed thereafter.  The Corporation may 
change such optional redemption prices at any time with respect to 
unissued shares.

	The Corporation may not redeem any such shares tendered for 
redemption if to do so would be unsafe or unsound in light of the 
Corporation's financial condition (including its liquidity 
position); if payment of interest or principal on any outstanding 
instrument of indebtedness is in arrears or in default; or if 
payment of any dividend on Preferred Stock or share of any stock 
of the Company ranking at least on a parity therewith is in 
arrears as to dividends.

		c)  Any shares of Preferred Stock which shall at any 
time have been redeemed shall, after such redemption, have the 
status of authorized but unissued shares of Preferred Stock, 
without designation as to series until such shares are designated 
as part of a particular series by the Board.

		d)  Notwithstanding the foregoing provisions of this 
Section 2, if any dividends on Preferred Stock are in arrears, no 
shares of Preferred Stock shall be redeemed unless all outstanding 
shares of Preferred Stock are simultaneously redeemed, and the 
Corporation shall not purchase or otherwise acquire any shares of 
Preferred Stock; provided, however, that the foregoing shall not 
prevent the purchase or acquisition of shares of Preferred Stock 
pursuant to a purchase or exchange offer made on the same terms to 
holders of all of the outstanding shares of Preferred Stock.

	3.	CONVERSION OR EXCHANGE.  The holders of shares of 
Preferred Stock shall not have any rights to convert such shares 
into or exchange such shares for shares of any other class or 
series of any class of securities of the Corporation.

	4.	VOTING.  Except as required from time to time by law, 
the shares of Preferred Stock shall have no voting powers.  
Provided, however, not withstanding the foregoing, that whenever 
and as often as dividends payable on any shares of Preferred Stock 
shall be in arrears in an amount equal to twenty four full monthly 
dividends or more per share, the holders of Preferred Stock 
together with the holders of any other preferred stock hereafter 
authorized, voting separately and as a single class shall be 
entitled to elect a majority of the Board of Directors of the 
Corporation.  Such right shall continue until all dividends in 
arrears on preferred stock have been paid in full.

	5.	LIQUIDATION RIGHTS.

		a)  Upon the dissolution, liquidation or winding up of 
the Corporation, the holders of the shares of Preferred Stock 
shall be entitled to receive out of the assets of the Corporation, 
before any payment or distribution shall be made on the Common 
Stock, or on any other class of stock ranking junior to Preferred 
Stock, upon liquidation, the amount of $100.00 per share, plus a 
sum equal to all dividends (whether or not earned or declared) on 
such shares accrued and unpaid thereon to the date of final 
distribution.

		b)  Neither the sale, lease or conveyance of all or 
substantially all the property or business of the Corporation, nor 
the merger or consolidation of the Corporation into or with any 
other corporation or the merger or consolidation of any other 
corporation into or with the Corporation, shall be deemed to be a 
dissolution, liquidation or winding up, voluntary or involuntary, 
for the purposes of this Section.

		c)  After the payment to the holders of the shares of 
Preferred Stock of the full preferential amounts provided for in 
this Section, the holders of Preferred Stock as such shall have no 
right or claim to any of the remaining assets of the Corporation.

		d)  In the event the assets of the Corporation available 
for distribution to the holders of shares of Preferred Stock upon 
any dissolution, liquidation or winding up of the Corporation, 
whether voluntary or involuntary, shall be insufficient to pay in 
full all amounts to which such holders are entitled pursuant to 
this Section, no such distribution shall be made on account of any 
shares or any other series of Preferred Stock or any other class 
of stock ranking on a parity with the shares of Preferred Stock 
upon such dissolution, liquidation or winding up, unless 
proportionate distributive amounts shall be paid on account of the 
shares of Preferred Stock, ratably in accordance with the sums 
which would be payable in such distribution if all sums payable in 
respect of the shares of all series of Preferred Stock and any 
such other class of stock as aforesaid were discharged in full.

	6.	PRIORITIES.  For purposes of this Resolution, any stock 
of any class or classes of the Corporation shall be deemed to 
rank:

		a)  Prior to the shares of Preferred Stock, either as to 
dividends or upon liquidation if the holders of such class or 
classes shall be entitled to the receipt of dividends or of 
amounts distributable upon dissolution, liquidation or winding up 
of the Corporation, as the case may be, in preference or priority 
to the holders of shares of Preferred Stock.

		b)  On a parity with shares of Preferred Stock, either 
as to dividends or upon liquidation, whether or not the dividend 
rates, dividend payment dates or redemption or liquidation prices 
per share or sinking fund provisions, if any, are different from 
those of Preferred Stock, if the holder of such stock shall be 
entitled to the receipt of dividends or of amounts distributable 
upon dissolution, liquidation or winding up of the Corporation, as 
the case may be, in proportion to their respective dividend rates 
or liquidation prices, without preference or priority, one over 
the other, as between the holder of such stock and the holders of 
Preferred Stock; and

		c)  Junior to shares of Preferred Stock, either as to 
dividends or upon liquidation, if the holders of shares of 
Preferred Stock shall be entitled to receipt of dividends or of 
amounts distributable upon dissolution, liquidation or winding up 
of the Corporation, as the case may be, in preference or priority 
to the holders of shares of such class or classes.

	7.	SHARES NON-ASSESSABLE.  Any and all shares of Preferred 
Stock issued, and for which the full consideration has been paid 
or delivered, shall be deemed fully paid stock and the holder of 
such shares shall not be liable for any further call or assessment 
or any other payment thereon.

	8.	PRE-EMPTIVE RIGHTS.  Holders of Preferred Stock shall 
have no pre-emptive rights to acquire additional shares of 
Preferred Stock.



EXHIBIT A


	Treasury Bill Rate

	Except as provided below in this paragraph, the "Treasury 
Bill Rate" for each dividend period will be the arithmetic average 
of the two most recent weekly per annum market discount rates (or 
the one weekly per annum market discount rate, if only one such 
rate shall be published during the relevant Calendar Period (as 
defined below)) for three-month U.S. Treasury bills, as published 
weekly by the Federal Reserve Board during the Calendar Period 
immediately prior to the ten calendar days immediately preceding 
the first day of the dividend period for which the dividend rate 
on Preferred Stock Series E-5, is being determined.  In the event 
that the Federal Reserve Board does not publish such a weekly per 
annum market discount rate during any such Calendar Period, then 
the Treasury Bill Rate for the related dividend period shall be 
the arithmetic average of the two most recent weekly per annum 
market discount rates (or the one weekly per annum market discount 
rate, if only one such rate shall be published during the relevant 
Calendar Period) for three-month U.S. Treasury bills, as published 
weekly during such Calendar Period by any Federal Reserve Bank or 
by any U.S. Government department or agency selected by the 
Company.  In the event that a per annum market discount rate for 
three-month U.S Treasury bills shall not be published by the 
Federal Reserve Board or by any Federal Reserve Bank or by any 
U.S. Government department or agency during such Calendar Period, 
then the Treasury Bill Rate for such dividend period shall be the 
arithmetic average of the two most recent weekly per annum market 
discount rates (or the one weekly per annum market discount rate, 
if only one such rate shall be published during the relevant 
Calendar Period) for all of the U.S. Treasury bills then having 
maturities of not less than 80 nor more than 100 days, as 
published during such Calendar Period by the Federal Reserve Board 
or, if the Federal Reserve Board shall not publish such rates, by 
any Federal Reserve Bank or by any U.S. Government department or 
agency selected by the Company.  In the event that the Company 
determines in good faith that for any reason no such U.S. Treasury 
bill rates are published as provided above during such Calendar 
Period, then the Treasury Bill Rate for such dividend period shall 
be the arithmetic average of the per annum market discount rates 
based upon bids during such Calendar Period for each of the issues 
of marketable non-interest bearing U.S. Treasury securities with a 
maturity of not less than 80 nor more than 100 days from the date 
of each such quotation, as quoted daily for each business day in 
New York City (or less frequently if daily quotations shall not be 
generally available) to the Company by at least three recognized 
primary U.S. Government securities dealers selected by the 
Company.  In the event that the Company determines in good faith 
that for any reason the Company cannot determine the Treasury Bill 
Rate for any dividend period as provided above in this paragraph, 
the Treasury Bill Rate for such dividend period shall be the 
arithmetic average of the per annum market discount rates based 
upon the closing bids during such Calendar Period for each of the 
issues of marketable interest-bearing U.S. Treasury securities 
with a maturity of not less than 80 nor more than 100 days from 
the date of each such quotation, as quoted daily for each business 
day in New York City (or less frequently if daily quotations shall 
not be generally available) to the Company by at least three 
recognized primary U.S. Government securities dealers selected by 
the Company.

	Ten Year Constant Maturity Rate

	Except as provided below in this paragraph, the "Ten Year 
Constant  Maturity Rate" for each dividend period shall be the 
arithmetic average of the two most recent weekly per annum Ten 
Year Average Yields (or the one weekly per annum Ten Year Average 
Yield, if only one such Yield shall be published during the 
relevant Calendar Period as provided below, as published weekly by 
the Federal Reserve Board during the Calendar Period immediately 
prior to the ten calendar days immediately preceding the first day 
of the dividend period for which the dividend rate on Preferred 
Stock, Series E-5 is being determined.  In the event that the 
Federal Reserve Board does not publish such a weekly per annum Ten 
Year Average Yield during such Calendar Period, then the Ten Year 
Constant Maturity Rate for such dividend period shall be the 
arithmetic average of the two most recent weekly per annum Ten 
Year Average Yields (or the one weekly per annum Ten Year Average 
Yield, if only one such Yield shall be published during such 
Calendar Period), as published weekly during such Calendar Period 
by any Federal Reserve Bank or by any U.S. Government department 
or agency selected by the Company.  In the event that a per annum 
Ten Year Average Yield shall not be published by the Federal 
Reserve Board or by any Federal Reserve Bank or by any U.S. 
Government department or agency during such Calendar Period, then 
the Ten Year Constant Maturity Rate for such dividend period shall 
be the arithmetic average of the two most recent weekly per annum 
average yields to maturity (or the one weekly average yield to 
maturity, if only one such yield shall be published during the 
relevant Calendar Period) for all of the actively traded 
marketable U.S. Treasury fixed interest rate securities (other 
than Special Securities (as defined below)) then having maturities 
of not less tan eight nor more than twelve years, as published 
during such Calendar Period by the Federal Reserve Board or, if 
the Federal Reserve Board shall not publish such yields, by any 
Federal Reserve Bank o by any U.S. Government department or agency 
selected by the Company.  In the event that the Company determines 
in good faith that for any reason the Company cannot determine the 
Ten Year Constant Maturity Rate for any dividend period as 
provided above in this paragraph, then the Ten Year Constant 
Maturity Rate for such dividend period shall be the arithmetic 
average of the per annum average yields to maturity based upon the 
closing bids during such Calendar Period for each of the issues of 
actively traded marketable U.S. Treasury fixed interest rate 
securities (other than Special Securities) with a final maturity 
date not less than eight nor more than twelve years from the date 
of each such quotation, as quoted daily for each business day in 
New York City (or less frequently if daily quotations shall not be 
generally available) to the Company by at least three recognized 
primary U.S. Government securities dealers selected by the 
Company.

	Twenty Year Constant Maturity Rate

	Except as provided below in this paragraph, the "Twenty Year 
Constant Maturity Rate" for each dividend period shall be the 
arithmetic average of the two most recent weekly per annum Twenty 
Year Average Yields (or the one weekly per annum Twenty year 
Average Yield, if only one such Yield shall be published during 
the relevant Calendar Period), as published weekly by the Federal 
Reserve Board during the Calendar Period immediately prior to the 
ten calendar days immediately preceding the first day of the 
dividend period for which the dividend rate on Preferred Stock, 
Series E-5 is being determined. In the event that the Federal 
Reserve Board does not publish such a weekly per annum Twenty Year 
Average Yield during such Calendar Period, then the Twenty Year 
Constant Maturity Rate for such dividend period shall be the 
arithmetic average of the two most recent weekly per annum Twenty 
Year Average Yields (or the one weekly per annum Twenty Year 
Average Yield, if only one such Yield shall be published during 
such Calendar Period), as published weekly during such Calendar 
Period by any Federal Reserve Bank or by any U.S. Government 
department or agency selected by the Company.  In the event that a 
per annum Twenty Year Average Yield shall not be published by the 
Federal Reserve Board or by any Federal Reserve Bank or by any 
U.S. Government department or agency during such Calendar Period, 
then the Twenty Year Constant Maturity Rate for such dividend 
period shall be the arithmetic average of the two most recent 
weekly per annum average yields to maturity (or the one weekly 
average yield to maturity, if only one such yield shall be 
published during such Calendar Period) for all of the actively 
traded marketable U.S. Treasury fixed interest rate securities 
(other than Special Securities) then having maturities of not less 
than eighteen nor more than twenty-two years, as published during 
such Calendar Period by the Federal Reserve Board or, if the 
Federal Reserve Board shall not publish such yields, by any 
Federal Reserve Bank or by any U.S. Government department or 
agency selected by the Company.  In the event that the Company 
determines in good faith that for any reason the Company cannot 
determine the Twenty Year Constant Maturity Rate for any dividend 
period as provided above in this paragraph, then the Twenty Year 
Constant Maturity Rate for such dividend period shall be the 
arithmetic average of the per annum average yields to maturity 
based upon the closing bids during such Calendar Period for each 
of the issues of actively traded marketable U.S. Treasury fixed 
interest rate securities (other than Special Securities) with a 
final maturity date not less than eighteen nor more than 
twenty-two years from the date of each such quotation, as quoted 
daily for each business day in New York City (or less frequently 
if daily quotations shall not be generally available) to the 
Company by at least three recognized primary U.S. Government 
securities dealers selected by the Company.

	As used herein, the term "Calendar Period" means a period of 
14 calendar days; the term "Special Securities" means securities 
which may, at the option of the holder, be surrendered at face 
value in payment of any federal estate tax or which provide tax 
benefits to the holder and are priced to reflect such tax benefits 
or which were originally issued at a deep or substantial discount; 
the term "Ten Year Average Yield" means the average yield to 
maturity for actively traded marketable U.S. Treasury fixed 
interest rate securities (adjusted to constant maturities of ten 
years); and the term "Twenty Year Average Yield" means the average 
yield to maturity for actively traded marketable U.S. Treasury 
fixed interest rate securities (adjusted to constant maturities of 
20 years).